What changed in this filing

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Item 1A. Risk Factors

2022-03-29 compared with 2021-03-31 · 40 added, 65 removed, 214 unchanged (33% of the section changed)

Risks Due to COVID-19

The outbreak of the coronavirus

(“COVID-19”) has negatively impacted and could continue to negatively impact the global economy.

In addition, the COVID-19

pandemic could disrupt or otherwise negatively impact global credit markets, our operations.

The significant outbreak of

COVID-19 has resulted in a widespread health crisis, which has negatively impacted and could continue to negatively impact the global

In addition, the global and regional impact of the outbreak, including official or unofficial quarantines and governmental restrictions

on activities taken in response to such event, could have a negative impact on our operations and our ability to source products and launch

our operations and distribution network.

The COVID-19 outbreak could

disrupt or otherwise negatively impact credit and equity markets, which could adversely affect the availability and cost of capital.

impacts could limit our ability to obtain additional funding through various financing transactions or arrangements, including equity

or debt financing or other means.

Social distancing, travel

bans and quarantines have limited access in certain respects to our management, support staff, professional advisors and our independent

These factors, in turn, may not only impact our operations, financial condition and our overall ability to react timely to mitigate

the impact of this event.

Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

In addition, it could impact the ability to complete construction and commence operations of the S-FDF business.

The extent and potential short

and long-term impact of the COVID-19 outbreak on our business will depend on future developments, including the duration, severity and

spread of the virus, actions that may be taken by governmental authorities and the impact on the financial markets, all of which are highly

uncertain and cannot be predicted.

These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19,

could therefore materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Business

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capital and achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to

sustain or increase profitability and our failure to do so would adversely affect the Company’s business, including our ability

to raise additional funds.

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distribution and marketing capabilities and are only in the early stages of building our distribution network.

We have not yet launched our

freeze-dried food products commercially.

In order to be successful, we will need to establish a direct-to-consumer platform and/or relationships

with numerous retail outlets through which our products can be sold.

While our products have been introduced into a limited number of

potential consumers and customers on a trial basis, to date, we have not entered into any relationships with distributors and retail outlets

for the sale of our products and have not yet generated revenues through sales.

We have extremely limited internal marketing and distribution

capabilities and resources.

There can be no assurance that we will be successful in establishing a meaningful distribution network or

direct to consumer platform or that if the same is established that such network or platform will result in profitable sales of our products.

We have launched our freeze-dried

food products commercially, but continue to make efforts at expanding our sales and distribution.

In order to be successful, we will need

to establish a direct-to-consumer platform and/or relationships with numerous retail outlets through which our products can be sold.

have extremely limited internal marketing and distribution capabilities and resources.

There can be no assurance that we will be successful

in establishing a meaningful distribution network or direct to consumer platform or that if the same is established that such network

or platform will result in profitable sales of our products.

We may need additional

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of uncertainty.

Any material decline in the amount of discretionary spending, leading cost-conscious consumers to be more selective in

food products purchased, could have a material adverse effect on our revenue, results of operations, business and financial condition.

In addition, sustained periods of inflation may result in a decline in the amount of discretionary spending and otherwise

hamper our gross margins.

Any material decline in the amount of discretionary spending, leading cost-conscious consumers to be more selective

in food products purchased, could have a material adverse effect on our revenue, results of operations, business and financial condition.

Fluctuations in various

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Supplies and prices of the

ingredients that we are going to use to can be affected by a variety of factors, such as weather, seasonal fluctuations, demand, politics

and economics in the producing countries.

ingredients that we are going to use to be affected by a variety of factors, such as weather, seasonal fluctuations, demand, politics

and economics in the production areas.

These factors subject us to

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We cannot assure you that we will be able to secure our fruit supply.

In addition, our costs are

affected by general inflationary pressures related to transportation and shipping costs, particularly to the extent we have additional

retail sales and smaller order quantities.

We are also subject to a reduction in our profitability due to increased labor costs for our

As we look to expand our distribution and market, we may not be able to increase our sales prices to absorb these costs.

cannot provide assurances that we will be able to maintain profitability consistent with our goals.

As we consider adding a second

freeze drier, we also anticipate that the costs for this equipment will be more than as well as the lead time to receive the equipment

once ordered will be longer than we have planned.

This could increase our capital needs and also delay our ability to ramp up production

in a timely manner to correspond to demand.

Our success depends on

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unwilling to continue to work for us in his or her present position, we may have to spend a considerable amount of time and resources

searching, recruiting, and integrating a replacement into our operations, which would substantially divert management’s attention

from our business and severely disrupt our business.

This may also adversely affect our ability to execute our business strategy.

Our senior management’s

limited experience managing a publicly traded company may divert management’s attention from operations and harm our business.

Our senior management team

has relatively limited experience managing a publicly traded company and complying with federal securities laws, including compliance

with recently adopted disclosure requirements on a timely basis.

Our management will be required to design and implement appropriate programs

and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to

the imposition of fines and penalties and harm our business.

We may be unable to attract

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with other employers in our markets for workers and may become subject to higher labor costs as a result of such competition.

there has been a significant increase in labor costs.

Concerns over food safety

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illiquidity and lack of marketability by being an OTC traded stock;

changes in analysts’

estimates affecting our company, our competitors and/or our industry;

changes in analysts’ estimates affecting our company, our competitors and/or our industry;

changes in the accounting methods used in or otherwise affecting our industry;

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In addition, our 2020 Stock

Incentive Plan (the “

2020 Equity Plan”) was approved by written consent of a majority of shareholders

of record as of November 12, 2019 and adopted by the Board on December 5, 2019, and on October 1, 2020, January 4, 2021 and again on March

19, 2021, the Board approved an increase in the number of shares of common stock reserved under the 2020 Plan, from 320,000 shares to

a total of 814,150 shares.

The increase remains subject to shareholder approval, to be provided, if at all, by October 1, 2021.

of December 31, 2020, we had options for 439,151 shares of common stock outstanding under our 2020 Equity Plan .

If the holders

of outstanding options exercise those options or our compensation committee or full board of directors determines to grant additional

stock awards under our incentive plan, shareholders may experience dilution in the net tangible book value of our common stock.

the sale or availability for sale of the underlying shares in the marketplace as a result of the exercise of existing options and the

grant of additional options could depress our stock price.

Incentive Plan (the “2020 Equity Plan”) was approved by written consent of a majority of shareholders of record as of November

12, 2019 and adopted by the Board on December 5, 2019, and on October 1, 2020, January 4, 2021 and again on March 19, 2021, the Board

approved an increase in the number of shares of common stock reserved under the 2020 Plan, from 320,000 shares to a total of 814,150 shares.

The increase was approved by a majority of shareholders of record on September 3, 2021.

As of December 31, 2021, we had options for

535,520 shares of common stock outstanding under our 2020 Equity Plan.

If the holders of outstanding options exercise those options or

our compensation committee or full board of directors determines to grant additional stock awards under our incentive plan, shareholders

may experience dilution in the net tangible book value of our common stock.

Further, the sale or availability for sale of the underlying

shares in the marketplace as a result of the exercise of existing options and the grant of additional options could depress our stock

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors